ANNUAL MEETINGMARCH 16-18, 2020 MARCH 16-18, 2020 INTERCONTINENTAL HOTEL, ST. PAUL, MNINTERCONTINENTAL HOTEL, ST. PAUL, MN

GROWING STRONGER

TOGETHER

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A BIG THANK YOU TO OUR SPONSORS

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GROWING STRONGER

TOGETHER

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MREA BUSINESS MEETING RULES

1. All members must register. Each cooperative selects a voting delegate who must also sign in at the registration desk to establish a quorum.

2. All members who wish to speak must go to the microphone, identify themselves, address the chair, and be recognized by the chair before speaking. Alternatively, you can submit a question card to be answered during new business.

3. Only members and association representatives are allowed to speak.

4. Debate on any subject shall be limited to two minutes per speaker, except MREA representatives shall not be restricted to two minutes when responding to a member inquiry.

5. Debate will alternate between pro and con speakers. If no one wishes to speak against a motion/resolution, there will be no debate.

6. Chad Felstul, MREA external counsel, will preside as parliamentarian for this meeting.

VOTING DELEGATE INFORMATION

1. Registration: All MREA voting delegates are asked to sign-in at the MREA registration desk on Wed. March 18 by 7:15 am to receive their voting delegate ribbon and directions for district caucuses and the business meeting.

2. District Caucus: If your district has an MREA board director up for election, attend your caucus on Wed., Mar. 18 at 7:30 a.m. Caucuses often adjourn within 15 minutes, so please arrive on time.

3. MREA Business Meeting: It is important to vote on continuing resolutions or bylaw changes as necessary. The business meeting will be held Wed., Mar. 18 following district caucuses. Voting delegates are asked to sit in the chairs in the front of the meeting room.

3:45-4:45 REPAC TRUSTEES MEETING, Governors 3 (by invitation only) 4:30-6:30 COOPERATIVE NETWORK MEETING Minnesota Ballroom (registration opens at 3:30)

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Monday, March 16 EDUCATION DAYEDUCATION DAY

OPTION 1 - OPTION 1 - COBANK BROADBAND SYMPOSIUMCOBANK BROADBAND SYMPOSIUM Time: 8:00-5:00 pm Time: 8:00-5:00 pm Room: State Suite 1-2 (lower level) Breakfast: Continental breakfast in meeting room Lunch: Minnesota Court (lower level) Minnesota Court (lower level)

Adopting and implementing a capital credits policy are key responsibilities of a co-op’s board of directors and management. In this era of increased scrutiny of capital credits by members and legislators, directors must understand the co-op’s capital credits policy; be able to explain it to the membership; and ensure that management design and implement a communications plan for the co-op’s capital credits philosophy.

KEY TOPICS KEY TOPICS • Why are you here? • Why are you here? • Understanding a feasibility study and the resulting business plan• Understanding a feasibility study and the resulting business plan• Deploying the right technology• Deploying the right technology• The right products, the right people, the right pricing, the right promotion• The right products, the right people, the right pricing, the right promotion• Funding your broadband project • Funding your broadband project • Business structures, legal and regulatory• Business structures, legal and regulatory• CEO panel discussion• CEO panel discussion• Partnering for success• Partnering for success• Broadband operations• Broadband operations

SESSION LEADERS CoBank, Vantage Point, NRTC, Conexon, NRECA

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OPTION 2 - OPTION 2 - NRECA BOARD LEADERSHIP CERTIFICATION (BLC) COURSE 918.1 MAXIMIZING YOUR GRASSROOTS STRATEGY Time: 8:00-4:00 pm Time: 8:00-4:00 pm Room: Governors 4Room: Governors 4Breakfast: Continental breakfast in meeting room Lunch: Minnesota Court (lower level) Minnesota Court (lower level)

Effective political engagement at all levels of government requires significant planning and is vital to empowering member-owners to protect and advance the interests of their cooperative. The power of distribution cooperatives to influence policymakers is vital to their continued success. This course helps directors connect the dots between what they as individuals can do on behalf of their cooperative, while maximizing relationships with their statewide and with NRECA to make sure the co-op voice is heard on Capitol Hill and in the regulatory agencies.

KEY TOPICS• Strategies for engaging consumer-members in grassroots advocacy on

behalf of their cooperative• Infusing grassroots into co-op’s strategic plan• Communicating with identified advocates and champions among the co-

op’s member base• Creating a political game plan

WHO SHOULD ATTENDCooperative directors, GMs/CEOs, IT managers and supervisors, managers of finance, accounting, engineering, and administration, budget analysts and statewide training coordinators. INSTRUCTOR Laura Vogel, NRECA Sr. Advisor of Political Affairs

Monday, March 16 EDUCATION DAYEDUCATION DAY

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Tuesday, March 17LEGISLATIVE DAYLEGISLATIVE DAY

7:00 Registration opens, lower level

7-8:00 Continental breakfast, Minnesota Court (lower level) Sponsored by Rural Electric Supply Cooperative (RESCO), Vantage Point and Rheem MEETING ROOM: MINNESOTA BALLROOM

7:45 REPAC annual meeting

8:00 Legislative review, Joyce Peppin, MREA Director of Government Affairs and General Counsel Legislative leader panel

- Speaker of the House Melissa Hortman- Minority Leader of the House Kurt Daudt- Senate Majority Leader Paul Gazelka- Senate Minority Leader Susan Kent

2020 election forecast - Patrick Haggerty Sponsored by NRTC

Refreshments sponsored by CFC and CTC

10:45 Adjourn

11-5:00 Grassroots capitol visits Bus service to/from Capitol Hill from 10:45-5:00 (pickup/drop off at Kellogg entrance). Two motorcoach buses will begin shuttling at 10:45 and 11:00.

We request that members give priority to attendance at the Legislative Leadership Panel over capitol visits. Please schedule appointments after 10:45. Buses sponsored by HRExpertiseBP

5-6:30 MREA membership reception and vendor member trade show, Great River Ballroom (1st floor) State legislators have been invited to join our reception. Reception sponsors: CoBank and NISC

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Wednesday, March 18BUSINESS MEETINGBUSINESS MEETING

6:30-8:00 Breakfast buffet, Great River Ballroom (1st floor) Sponsored by Federated Rural Electric Insurance Exchange 7:30-7:45 MREA district caucuses Voting delegates sign-in at the registration desk by 7:15. Please arrive in voting room by 7:25, caucuses begin promptly at 7:30. Seats up for re-election: District 1: Tom Woinarowicz, State 1 District 2: Wes Waller, State 2 District 4: Jim Connelly, State 3 District 5: Sandy Ludeman, Governors 3 District 6: Ron Stevens, Governors 4

8-12:00 BUSINESS MEETING, MINNESOTA BALLROOM

8:00 Welcome, Wes Waller, MREA Board Chair MREA Board Chair Address, Wes Waller, MREA Board Chair Introduction of 2020 MREA Board of Directors Federated Rural Electric Insurance, Phil Irwin, CEO CFC & NCSC donation, Alison Deelstra, Deb Erickson and Anthony Larson NRECA update, Ron Schwartau, Director, NRECA MREA update, Darrick Moe, President & CEO Keynote speaker, Karl Mecklenburg - Sponsored by Great River Energy 2019 financial report

Break sponsored by Purple Wave Auction and CFC

CoBank update, Cliff Bolstad Approval of recommended changes to MREA resolutions, Roger Winter, Resolutions Committee Chair Approval of recommended changes to MREA bylaws, Wes Waller New business, Wes Waller Touchstone Energy Award, Joe Miller, Dakota Electric Association MN youth leadership, Ethan Price, MN Youth Leadership Council Representative, Redwood Electric Cooperative Sending prayer, Steve Shurts, CEO, East Central Energy

noon Adjourn / evaluations https://www.surveymonkey.com/r/MREAANNMTG20

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To: Members of the Minnesota Rural Electric Association

From: Ron Stevens, MREA Board Secretary

Subject: Notice of the 2020 MREA Annual Meeting & District Caucuses

The annual meeting of the Minnesota Rural Electric Association will be held March 16-18, 2020. Pre-meeting education opportunities for directors and cooperative staff related to broadband and Board Leadership Certification will occur March 16. Please see details and options on our website, https://www.mrea.coop/events/EventDetails.aspx?id=1155766&group=. Director elections take place at special meetings called caucuses, convened for each MREA District with a director whose term is ending. MREA Districts 1, 2, 4, 5 and 6 will caucus for director elections at 7:30 am on March 18. Voting delegates should check-in at the registration desk to receive their documentation and be seated by 7:25 am. The caucuses will be held in the following meeting rooms:

District

Seat currently held by

Caucus Location

1 Tom Woinarowicz, PKM State 1 2 Wes Waller, North Itasca Electric Co-op, Inc. State 2 4 Jim Connelly, Minnesota Valley Electric Cooperative State 3 5 Sandy Ludeman, Lyon-Lincoln Electric Cooperative, Inc. Governors 3 6 Ron Stevens, MiEnergy Cooperative Governors 4

The business meeting will be held March 18 in the Minnesota Ballroom at the InterContinental Hotel, 11 E. Kellogg Blvd., St. Paul, Minn. 55101, beginning at 8:00 am. Please note: MREA will also send, under separate cover, detailed voting delegate information, including proposed or revised resolutions and bylaws. cc: MREA Board Y:\Events\2020\03172020_MREA Annual Meeting (Cooperatives)\Brochure & Meeting Notice\2020 Mtg Notice.docx

2019 MREA Annual Business Meeting Minutes Minnesota Rural Electric Association held its Annual Business Meeting on Wednesday, Feb 20th, 2019 at the InterContinental Hotel in St. Paul, Minnesota. Call to Order: Chair Wes Waller called the MREA Annual Business Meeting to order at 8:00 a.m., declared a quorum and asked membership approval of the meeting rules, notice, agenda and previous year’s minutes. MOTION: Motion made and seconded to approve the meeting rules, notice, agenda and

previous year’s minutes. MOTION passed. Chair’s Address: Chair Wes Waller addressed the membership, briefly sharing highlights from the past year, and areas of focus in the future. The MREA staff was introduced. District caucuses were convened prior to the Annual Meeting for the purpose of electing MREA directors in districts 1, 3, 4, 6 and 7. District 1 reelected Rick Coe from Beltrami Electric Cooperative, District 3 reelected Warren Rau from Agralite Electric Cooperative, District 4 elected Jerry Tvedt from East Central Energy, District 6 reelected John Wells from BENCO Electric and District 7 reelected Janet Lekson from Dakota Electric Association. The full board was introduced to the audience, which included those above as well as:

Federated Rural Electric Insurance Exchange: CEO Phil Irwin provided an update and presented a contribution to MREA to be used toward the Association’s safety efforts. Touchstone Energy Community Award: Dakota Electric Association Public Relations Director Joe Miller provided background regarding the Touchstone Energy Community Award and recognized the 2019 recipient. CFC & NCSC Donation: Educational grant checks were presented to MREA for support of director and youth education programs.

District Director(s) Cooperative(s) 1 Tom Woinarowicz PKM Electric Cooperative, Inc. 2 Wes Waller

Barb Welty North Itasca Electric Cooperative, Inc. Mille Lacs Energy Cooperative

3 Tim Velde MN Valley Cooperative Power & Light 4 Jim Connelly Minnesota Valley Electric Cooperative 5 Sandy Ludeman

Ron Schwartau Lyon-Lincoln Electric Cooperative, Inc. Nobles Cooperative Electric

6 Ron Stevens MiEnergy Cooperative 7 Ken Fiereck Connexus Energy

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MREA Annual Business Meeting Minutes, Feb 2019

Page 2 of 2

Minnesota Rural Electric Association

Minnesota Youth Leadership Council: Representative William Dunn addressed the membership, regarding his experiences participating in Youth Tour in 2018. Resolutions Presentation: Committee Chair Jennifer Scharmer from MREA District 6 reviewed the proposed changes to current resolutions. MOTION: Motion to approve the resolutions as amended. Motion seconded. MOTION passed. Financials: MREA Board Treasurer Janet Lekson asked membership to review MREA income, expenses and reserves shown in the Annual Meeting brochure, and reported that the MREA Board accepted the financial report provided by the accounting firm Bauman Associates. MOTION: Motion made and seconded to approve the Business & Financial Reports as

presented. MOTION passed. New Business: Chair Wes Waller asked the membership to share new business items for consideration. No new business was brought to the MREA Board of Directors. NRECA Update: The result of the NRECA Director election were shared and NRECA Director Ron Schwartau provided an update on NRECA activities. MREA Leadership Team Panel: Laura Vogel, NRECA Senior Advisor of Political Affairs, moderated a panel of the MREA Leadership Team:

• President and CEO Darrick Moe • Director of Education & Communication Krista Benjamin • Director of Safety & Loss Control Lidia Dilley-Jacobsen • Director of Government Affairs & General Counsel Joyce Peppin • Director of Finance & Administration Melissa Stachovich

After short introductions, the panel addressed questions from the moderator and the audience. Sending Prayer: Connexus Energy Board Chair Fran Bator said a closing prayer. Adjournment: There being no further business to discuss, the meeting adjourned at 12:00 p.m.

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NOTES

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2019 Actual vs. Plan Revenue

Revenue Type 2019 Actual 2019 Budget Variance Comments Membership Dues $ 2.15M $ 2.15M $ - Education Dues $ 106.4K $ 105.8K $ 600- Includes CFC Contribution Safety & Loss Control $ 669.8K $ 629.6K $ 40.2K - MRET Contract

- Safety Package Levels - Safety Workshop –

Strong Attendance - Federated Contribution - Apprenticeship

Program - Golf Tournament Pass

through Education Programs $ 287.4K $ 241K $ 46.4K - Addt’l Leadership

Training - Overall Strong

Attendance - Five unbudgeted

Events Government $ 43.5K $ 43.5K $ - GRE Grass roots MREA Programs $ 374.5K $ 328.3K $ 46.3K Includes:

- Annual Meeting - Youth Tour - District Meetings - Energy Issues Summit Annual Meeting & EIS increased attendance and sponsors

Vendor Member $ 101.2K $ 84K $ 17.2K REMA $ 161.8K $133.6K $ 28.2K Increase Attendance Interest Income $ 56.5K $ 28K $ 28.5K Increase in return rate

along with length of investments

Others $ 59.3K $ 56.1K $ 3.2K Includes: - Advertising - Web Services - CoBank Support - Miscellaneous

Total $ 4.02M $ 3.81M $ 210.5K

Page 2 of 2 Minnesota Rural Electric Association

2019 Actual vs. Plan Expenses

Expense Type 2019 Actual 2019 Budget Variance Comments/Expense Areas

Employee Related Expenses Labor $ 1.436M $ 1.426M $ 10K - Benefits $ 569.2K $ 659.6K $ (90.4K) - Insurance

- Pension/401K - FICA/FTTA/SUTA

Support & Development $ 188.9K $ 181K $ 7.8K - Travel/Auto

- Training Total: $ 2.19M $ 2.27M $ (72.5K)

Program Expenses MREA Programs $ 305.6K $ 276.5K $ 29.1K Include:

- Annual Meeting - Energy Issues Summit - District Meetings - Washington Meetings - Donations/Membershi

ps - Youth Tour - Vendor Member

Safety & Loss Control Programs

$ 282.3K $ 256.8K $ 25.5K - Strong workshop attendance

- Unbudgeted Workshops

- Golf Tournament pass through

- BD approved $12K reserve spend

Education Workshops $ 184.9K $ 142.3K $ 42.6K - Addt’l Leadership Training

- Strong attendance at workshops

REMA Workshops $ 92.9K $ 83.6K $ 9.3K - Total: $ 865.7K $ 759.2K $106.5K

Professional Services/Fees

$ 410.3K $ 323.1K $ 87.2K Include: - Consulting/Legal - Gov. Affairs Support - Business Insurance - Bank Fees - Business Outsourcing - IT Support, web-site

update - BD Approved Reserve

Spend $26.9K Board Expenses

$ 184.1K $ 183K $ 1.1K Board Expenses

Facilities $ 388.7K $ 264.7K $ 124K Include: - Building Maintenance - Real Estate Taxes - Depreciation - Office Supplies - Phone/IT/WE - BD Approved Reserve

Spend $111.5K Total: $ 4.04M $ 3.79M $ 246.3K

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MINNESOTA BALLROOM GENERAL SESSION HELD HERE

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GREAT RIVER BALLROOM

MREA MEMBER RECEPTION AND TRADE SHOW AND

FRIDAY BREAKFAST HELD HERE

TO GET FROM THE LOWER LEVEL TO 1ST FLOOR, GO UP THE ESCALATORS TWICE.THE MAIN HOTEL LOBBY IS IN-BETWEEN.

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LOBBY LEVEL MAP FIRST LEVEL MAP

11640 73rd Ave. N. | Maple Grove, MN 55369 | 763-424-1020 | www.mrea.org

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